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SERVICE CONTRACT AND REAGENT RENTAL AGREEMENT

This Agreement is made on this day the 19 th of December 2019 between

INSIGNIA BIOMEDICAL with office located at H.No. 32, LFC Road, near
Pavakkulam Temple, kaloor, Kochi-682017, India, hereinafter referred to as “IBI”
which expression shall include its successors, assigns and associate companies of
the One Part.
AND

KMCT MEDICAL COLLEGE HOSPITAL, a famous Hospital providing health care

services in northern Kerala, having its Registered office at West Mampetta,
Manasserry PO, Mukkam, Pin- 673602, Kerala, India, hereinafter referred to as
“KMCH” which expression shall include its successors, permitted assigns on the
Other Part.
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RECHAIS

A. IBI a fast growing diagnostics company in Kerala and has been engaged in
marketing, servicing of all diagnostics and critical care equipments and supply
of reagents for the above equipments.

B. KMCH is a famous MEDICAL COLLEGE HOSPITAL, in northern Kerala,

providing health care services .

C. KMCH has agreed to install one unit of CBS 400 electrolyte Analyzer for
measuring Na,K,Cl, Ca, pH valued at Rs. 1,80,000/- in the same premises on
mutually agreed terms and conditions against the purchase of complete range
of reagents and consumables used in this analyzer from IBI during the entire
period Five years of reagent rental agreement, here in after referred as
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“INSTRUMENT 1”.

KMCH has agreed to install one unit of hemax 530 AL five part Hematology
analyzer valued at Rs. 14,00,000/-, here in after referred as at their another
centre, KMCT Medical College Woman and Child Hospital Laboratory on
mutually agreed terms and conditions against the purchase of complete range of
reagents and consumables used in this analyzer from IBI during the entire period
Five years of reagent rental agreement, Herein after referred as “INSTRUMENT
2”.

KMCH has agreed to install one unit of BC 5100Mindray five part Hematology
analyzer valued at Rs. 6,50,000/-, here in after referred as at their a centre,
KMCT Medical College Hospital Laboratory on mutually agreed terms and
conditions against the purchase of complete range of reagents and
consumables used in this analyzer from IBI during the entire period Five
years of reagent rental agreement, Herein after referred as “INSTRUMENT
3”.

All these instruments here in after referred as “INSTRUMENTS ”,

1. IBI is agreeable to install the above said “INSTRUMENTS”, in the premises

of KMCH respectively on mutually agreed reagent rental terms and conditions.
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IBI is also agreeable to provide free service and sell the reagents and
consumables used on these instruments to and therefore have mutually
discussed and agreed to the following terms and conditions for implementing
this reagent rental and service contract agreement.

2. KMCT has agreed to purchase the CBS 400 Calibration packs and Cleaning
solution 6 vials used in INSTRUMENT 1 during the contract period of Five
years. The value of CBS 400 calibration pack will be Rs.14,500/- + GST and
Value of CBS 400 cleaning solution will be Rs.3000/- + GST. KMCH has
agreed to purchase the Hematology REAGENTS and CONSUMABLES used in
INSTRUMENT2 during the contract period. The value of the Reagents for
INSTRUMENT2 will be Diluent [20 Ltrs] Rs. 4500 /-, HX HGB LYSE [500
ML] Rs. 4500/- , HX DIFF1 [1 Ltr] Rs.4400/- HX DIFF 2 [500 ML] Rs. 4400/-
and HX PROBE CLEANER [100 ML] Rs.3000/- is net of discounts, Excluding
Local taxes in kerala. IBI agrees to sell such quantities of Diluent, HX HGB
LYSE, HX DIFF 1, HX DIFF 2 and HX PROBE CLEANER . The purchase of
such quantity of REAGENTS and CONSUMABLES by shall be monitored on a
monthly basis @ Minimum work load of 100 samples per day, which is
committed by KMCH. Break up of reagent cost per cycle including startup and
shut down reagent cost is given in Anexxure -1 on page 7&8. KMCH has agreed
to purchase the Hematology REAGENTS and CONSUMABLES used in
INSTRUMENT3 during the contract period. The value of the Reagents for
INSTRUMENT3 will be Diluent [20 Ltrs] Rs.4200 /-, LH LYSE [500 ML] Rs.
6500/- , LEO 1 [1 Ltr] Rs. 6500/- LEO 2 [500 ML] Rs.6000 /- CLEANSER [1L]
Rs.4200/-,PROBABE CLEANER (100ML)-Rs3000/- is net of discounts,
Excluding Local taxes in kerala. IBI agrees to sell such quantities of Diluent,
LH LYSE, LEO 1, LEO 2 ,CLEANSER and PROBE CLEANER . The purchase of
such quantity of REAGENTS and CONSUMABLES by shall be monitored on a
monthly basis @ Minimum work load of 35 samples per day, which is
committed by KMCH.

3. It is agreed that the ownership of INSTRUMENTS will be with IBI during

the entire contract period and on successful completion of the rental
agreement period of INSTRUMENTS (effective from the date of
installation), IBI may renew the agreement specifically for purchase and
supply of Reagents and Consumables from to on such terms and conditions as
mutually agreed by both the parties.
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4. It is agreed that IBI will install the “INSTRUMENTS” at the premises of

KMCH and will provide comprehensive maintenance services during the
agreement period (effect from the date of successful installation) of
INSTRUMENTS free of cost.

5. It is agreed between the two parties that reagents from any third party will
not be run on any analyzers under this contract. It is also agreed that KMCH
will run INSTRUMENTS as their primary analyzers.

6. The “INSTRUMENTS” installed by IBI at the premises as per terms and

conditions of the agreement shall remain the property of IBI throughout the
complete period of this Agreement. KMCH shall not hypothecate, pledge or
create any encumbrance whatsoever on the instrument nor shall it part with
the possession of the “INSTRUMENTS” to any third party during
subsistence of this agreement.

7. The free service provided by IBI for “INSTRUMENTS” does not cover the
following until and unless it is agreed and given in writing by the company
otherwise.

a. Damage due to electrical failures and due to external power or operator

malfunction.

b. Instrument tampered with or opened by unauthorized persons

c. The damage of the instrument in total or in parts due to any natural

calamity, rodents, Riots, war, floods or any act of nature beyond our control.

8. KMCH hereby agrees to fulfill all pre-installation requisites as recommended

by IBI for smooth functioning of the analyzer. The safety of the analyzer in
the premises of will be the sole responsibility of KMCH will take adequate
insurance cover on the INSTRUMENTS and premium is paid by in this regard.

9. IBI shall have the right to review the prices of Reagents and Consumables of
“INSTRUMENTS” at the end of each year after taking into consideration
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exchange rate fluctuations statutory requirements or any other relevant

factor in this regard. Such increase shall be restricted to a maximum of 5%
per annum and that will be limit to maximum of 15% for the total contract
period.

10. It is specifically agreed between both the parties that KMCH shall make
payment for the Reagents and Consumables to be sold and supplied by way of
demand draft or current dated local cheque within 30 days of receipt of the
invoice. IBI will be required to dispatch the Reagents and Consumables to
KMCH by courier service within TEN working days of confirmed order.

FORCE MAJEURE:

11. Not withstanding the above, either party shall be entitled to terminate this
agreement by giving four months written notice to the other, if the other
party commits a breach, non-observance or non-performance of any of its
obligations under this agreement and which is not rectified within four
months of receipts of written notice to that effect from the non-breaching
party.

12. KMCH shall be entitled to terminate this agreement by giving four months
written notice to IBI. In such an event, IBI shall have the right to claim 20%
of the total value of the “INSTRUMENTS” being 1,70,000/- (Rupees One
Lakh twenty Thousand only) from KMCH per year for the remaining period of
the term.

NOTICES:
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13. All communications between and under this agreement shall be sent by
registered airmail, courier, fax or email in English at their respective offices
as per particular given below.

ARBITRATION:

14. In the event of any dispute, controversy or claim arising out of or relating to
this agreement or the breach, termination or invalidity thereof, the parties
shall endeavor to resolve the same in an amicable manner through discussions
with the spirit of the transaction recorded in this agreement. If however
parties fail to resolve through discussions as above the same shall be at the
request of either party be referred to and settled by Arbitration in
accordance with the Act 1996 and the rules made there under. The place of
Arbitration shall be at Cochin. Any judgment, decision or award of the
arbitrators shall be final and binding and shall be enforceable in any court of
competent jurisdiction.

15. No modifications or amendments to this Agreement shall be binding unless

agreed to by the parties in writing

16. Either party acknowledges that this agreement along with the annexure
contain the whole agreement between the parties and supersedes all previous
arrangements on the specific subject matter of this agreement.

17. In the event that any provision of this agreement is declared by any judicial
or other competent authority to be void, or otherwise unenforceable; the
parties shall amend that provisions in such reasonable manner as achieves the
intention of the parties without illegality.

18. This agreement shall not be assigned by either party to any third
person/party without the consent of the other party in writing.

19. IBI will indemnify and keep KMCH harmless against any damages, costs,
claims, actions, suits, judgement (including reasonable attorney fee) which
may arise out of any proceedings initiated by a third party against alleging
damages suffered by them due to wrong or inaccurate results generated by
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the instrument and the use of Reagents and consumables supplied hereunder.

IN WITNESS WHEREOF, the parties have signed this Agreement on the day,
month and year first above mentioned.

1. For KMCT MEDICAL COLLEGE HOSPITAL

For INSIGNIA BIOMEDICAL

Witness:

1.

2.